QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended November 30, 2012

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission File No. 1-13146

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon

93-0816972

(State of Incorporation)

(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200,

Lake Oswego, OR

97035

(Address of principal executive offices)

(Zip Code)

(503) 684-7000

(Registrants telephone number, including area code)

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act) Yes ¨ No x

The number of shares of the registrants common stock, without par value, outstanding on January 2, 2013 was 27,194,577 shares.

THE GREENBRIER COMPANIES, INC.

Forward-Looking Statements

From time to
time, The Greenbrier Companies, Inc. and its subsidiaries (Greenbrier or the Company) or their representatives have made or may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Such forward-looking statements may be included in, but not limited to,
press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission, including this filing on Form 10-Q. These statements involve known and unknown
risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
These forward-looking statements rely on a number of assumptions concerning future events and include statements relating to:



availability of financing sources and borrowing base for working capital, other business development activities, capital spending and leased railcars
for syndication (sale of railcars with lease attached);

ability to obtain lease and sales contracts which provide adequate protection against changes in interest rates and increased costs of materials and
components;



ability to obtain adequate insurance coverage at acceptable rates;



ability to obtain adequate certification and licensing of products; and



short-term and long-term revenue and earnings effects of the above items.

The following factors, among others, could cause actual results or outcomes to differ materially from the forward-looking statements:



fluctuations in demand for newly manufactured railcars or marine barges;



fluctuations in demand for wheel services, refurbishment and parts;



delays in receipt of orders, risks that contracts may be canceled during their term or not renewed and that customers may not purchase the amount of
products or services under the contracts as anticipated;



ability to maintain sufficient availability of credit facilities and to maintain compliance with or to obtain appropriate amendments to covenants under
various credit agreements;



domestic and global economic conditions including such matters as embargoes or quotas;



U.S., Mexican and other global political or security conditions including such matters as terrorism, war, civil disruption and crime;



growth or reduction in the surface transportation industry;



ability to maintain good relationships with third party labor providers or collective bargaining units;



steel and specialty component price fluctuations and availability, scrap surcharges, steel scrap prices and other commodity price fluctuations and
availability and their impact on product demand and margin;



delay or failure of acquired businesses, assets, start-up operations, or new products or services to compete successfully;



changes in product mix and the mix of revenue levels among reporting segments;



labor disputes, energy shortages or operating difficulties that might disrupt operations or the flow of cargo;



production difficulties and product delivery delays as a result of, among other matters, inefficiencies associated with the start-up of production
lines or increased production rates, changing technologies or non-performance of alliance partners, subcontractors or suppliers;

failure of or delay in implementing and using new software or other technologies;



ability to replace maturing lease and management services revenue and earnings with revenue and earnings from new commercial transactions, including
new railcar leases, additions to the lease fleet and new management services contracts;

Any forward-looking statements should be considered in light of these factors. Words such as anticipates, believes,
forecast, potential, goal, contemplates, expects, intends, plans, projects, hopes, seeks, estimates,
could, would, will, may, can, designed to, foreseeable future and similar expressions identify forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Many of the important factors that will determine these
results and values are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements. Except as otherwise required by law, we do not assume any obligation to update any forward-looking
statements.

All references to years refer to the fiscal years ended August 31st unless otherwise noted.

Common stock  without par value; 50,000 shares authorized; 27,195 and 27,143 shares outstanding at November 30, 2012
and August 31, 2012





Additional paid-in capital

254,359

252,256

Retained earnings

196,317

185,890

Accumulated other comprehensive loss

(3,596

)

(6,369

)

Total equity Greenbrier

447,080

431,777

Noncontrolling interest

23,424

21,868

Total equity

470,504

453,645

$

1,395,733

$

1,384,544

The accompanying notes are an integral part of these financial statements

4

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Income

(In thousands, except per share amounts, unaudited)

Three Months EndedNovember 30,

2012

2011

Revenue

Manufacturing

$

285,368

$

262,656

Wheel Services, Refurbishment & Parts

112,100

117,749

Leasing & Services

17,906

17,794

415,374

398,199

Cost of revenue

Manufacturing

258,492

236,188

Wheel Services, Refurbishment & Parts

101,476

105,891

Leasing & Services

7,627

9,663

367,595

351,742

Margin

47,779

46,457

Selling and administrative

26,100

23,235

Gain on disposition of equipment

(1,408

)

(3,658

)

Earnings from operations

23,087

26,880

Other costs

Interest and foreign exchange

5,900

5,383

Earnings before income taxes and loss from unconsolidated affiliates

17,187

21,497

Income tax expense

(4,586

)

(7,797

)

Earnings before loss from unconsolidated affiliates

12,601

13,700

Loss from unconsolidated affiliates

(40

)

(372

)

Net earnings

12,561

13,328

Net (earnings) loss attributable to noncontrolling interest

(2,134

)

1,189

Net earnings attributable to Greenbrier

$

10,427

$

14,517

Basic earnings per common share:

$

0.38

$

0.57

Diluted earnings per common share:

$

0.35

$

0.48

Weighted average common shares:

Basic

27,144

25,463

Diluted

33,991

33,389

The accompanying notes are an integral part of these financial statements

5

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Comprehensive Income

(In thousands, unaudited)

Three Months EndedNovember 30,

2012

2011

Net earnings

$

12,561

$

13,328

Other comprehensive income

Translation adjustment

2,135

(4,843

)

Reclassification of derivative financial instruments recognized in net earnings (net of tax of effect of $0.04 million and $0.2
million)

(616

)

(1,353

)

Unrealized gain (loss) on derivative financial instruments (net of tax of effect of $0.3 million and $0.04
million)

1,299

(3,255

)

2,818

(9,451

)

Comprehensive income

15,379

3,877

Comprehensive (income) loss attributable to noncontrolling interest

(2,179

)

1,336

Comprehensive income attributable to Greenbrier

$

13,200

$

5,213

The accompanying notes are an integral part of these financial statements

6

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Equity

(In thousands, unaudited)

Attributable to Greenbrier

CommonStockShares

AdditionalPaid-inCapital

RetainedEarnings

AccumulatedOtherComprehensiveIncome (Loss)

TotalAttributable toGreenbrier

Attributable toNoncontrollingInterest

Total Equity

Balance September 1, 2012

27,143

$

252,256

$

185,890

$

(6,369

)

$

431,777

$

21,868

$

453,645

Net earnings





10,427



10,427

2,134

12,561

Other comprehensive income, net







2,773

2,773

45

2,818

Noncontrolling interest adjustments











(1,805

)

(1,805

)

Investment by joint venture partner











1,182

1,182

Restricted stock amortization



1,886





1,886



1,886

Excess tax benefit from restricted stock awards



217





217



217

Warrants exercised

52













Balance November 30, 2012

27,195

$

254,359

$

196,317

$

(3,596

)

$

447,080

$

23,424

$

470,504

Attributable to Greenbrier

CommonStockShares

AdditionalPaid-inCapital

RetainedEarnings

AccumulatedOtherComprehensiveLoss

TotalAttributable toGreenbrier

Attributable toNoncontrollingInterest

Total Equity

Balance September 1, 2011

25,186

$

242,286

$

127,182

$

(7,895

)

$

361,573

$

14,328

$

375,901

Net earnings (loss)





14,517



14,517

(1,189

)

13,328

Other comprehensive loss, net







(9,304

)

(9,304

)

(147

)

(9,451

)

Noncontrolling interest adjustments











1,420

1,420

Restricted stock amortization



1,742





1,742



1,742

Warrants exercised

1,483













Balance November 30, 2011

26,669

$

244,028

$

141,699

$

(17,199

)

$

368,528

$

14,412

$

382,940

The accompanying notes are an integral part of these financial statements

7

THE GREENBRIER COMPANIES, INC.

Consolidated Statements of Cash Flows

(In thousands, unaudited)

Three Months EndedNovember 30,

2012

2011

Cash flows from operating activities:

Net earnings

$

12,561

$

13,328

Adjustments to reconcile net earnings to net cash used in operating activities:

Deferred income taxes

940

3,665

Depreciation and amortization

10,923

9,889

Gain on sales of leased equipment

(1,408

)

(3,658

)

Accretion of debt discount

849

787

Stock based compensation expense

1,886

1,742

Other

(1,705

)

2,024

Decrease (increase) in assets:

Accounts receivable

(15,515

)

33,687

Inventories

(41,465

)

(34,088

)

Leased railcars for syndication

43,501

(37,339

)

Other

945

856

Increase (decrease) in liabilities:

Accounts payable and accrued liabilities

(48,036

)

260

Deferred revenue

11,039

(145

)

Net cash used in operating activities

(25,485

)

(8,992

)

Cash flows from investing activities:

Proceeds from sales of equipment

10,086

5,741

Investment in and net advances from unconsolidated affiliates

(160

)

70

Increase in restricted cash

(1,045

)

(38

)

Capital expenditures

(25,141

)

(15,007

)

Other



10

Net cash used in investing activities

(16,260

)

(9,224

)

Cash flows from financing activities:

Net change in revolving notes with maturities of 90 days or less

27,935

(9,150

)

Proceeds from revolving notes with maturities longer than 90 days

9,195

7,557

Repayments of revolving notes with maturities longer than 90 days

(8,941

)

(5,606

)

Proceeds from the issuance of notes payable



2,500

Repayments of notes payable

(1,230

)

(1,243

)

Investment by joint venture partner

1,182



Excess tax benefit from restricted stock awards

217



Net cash provided by (used in) financing activities

28,358

(5,942

)

Effect of exchange rate changes

1,100

(5,209

)

Decrease in cash and cash equivalents

(12,287

)

(29,367

)

Cash and cash equivalents

Beginning of period

53,571

50,222

End of period

$

41,284

$

20,855

Cash paid during the period for:

Interest

$

9,362

$

6,476

Income taxes, net

$

6,845

$

(2,613

)

The accompanying notes are an integral part of these financial statements

8

THE GREENBRIER COMPANIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1  Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of
November 30, 2012 and for the three months ended November 30, 2012 and 2011 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a
fair presentation of the financial position and operating results and cash flows for the periods indicated. The results of operations for the three months ended November 30, 2012 are not necessarily indicative of the results to be expected for
the entire year ending August 31, 2013.

Certain notes and other information have been condensed or omitted from the interim financial
statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Companys 2012 Annual Report on Form 10-K.

Management Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires judgment on the part of management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial
statements and accompanying notes and disclosure of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those
estimates.

Initial Adoption of Accounting Policies  In the first quarter of 2013, the Company adopted an accounting standard
update that increased the prominence of items reported in other comprehensive income. The standard eliminated the option of presenting other comprehensive income as part of the statement of equity and instead requires the Company to present other
comprehensive income as either a single statement of comprehensive income combined with net income or as two separate but continuous statements. The adoption of this accounting standard update did impact the presentation of other comprehensive
income, as the Company has elected to present two separate but consecutive statements, but did not have an impact on the Companys financial position or results of operations.

In the first quarter of 2013, the Company adopted an accounting standard update regarding how entities test goodwill for impairment. This accounting standard update is intended to reduce the cost and
complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This update impacts testing steps only and therefore the adoption did
not have an effect on the Companys Consolidated Financial Statements.

Prospective Accounting Changes  In July 2012, an
accounting standard update was issued regarding the testing of indefinite-lived intangible assets for impairment. This update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets for impairment by providing
entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This update will be effective for the Company as of September 1, 2013. However, early adoption is permitted if an
entitys financial statements for the most recent annual or interim period have not yet been issued. This update impacts testing steps only, and therefore adoption will not have an effect on the Companys Consolidated Financial Statements.

9

THE GREENBRIER COMPANIES, INC.

Note 2  Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Work-in-process includes material, labor and overhead. The
following table summarizes the Companys inventory balance:

(In thousands)

November 30,2012

August 31,2012

Manufacturing supplies and raw materials

$

240,382

$

228,092

Work-in-process

77,216

71,210

Finished goods

51,230

22,571

Excess and obsolete adjustment

(5,186

)

(5,132

)

$

363,642

$

316,741

Note 3  Intangibles and Other Assets, net

Intangible assets that are determined to have finite lives are amortized over their useful lives. Intangible assets with indefinite
useful lives are not amortized and are periodically evaluated for impairment.

The following table summarizes the Companys identifiable
intangible and other assets balance:

(In thousands)

November 30,2012

August 31,2012

Intangible assets subject to amortization:

Customer relationships

$

66,825

$

66,825

Accumulated amortization

(24,153

)

(22,995

)

Other intangibles

5,003

4,906

Accumulated amortization

(3,933

)

(3,779

)

43,742

44,957

Intangible assets not subject to amortization

912

912

Prepaid and other assets

10,140

10,272

Debt issuance costs, net

9,562

10,194

Nonqualified savings plan investments

6,771

6,667

Investment in unconsolidated affiliates

8,373

8,301

Investment in direct finance leases



65

Total intangible and other assets

$

79,500

$

81,368

Amortization expense for the three months ended November 30, 2012 and 2011 was $1.3 million and $1.2 million.
Amortization expense for the years ending August 31, 2013, 2014, 2015, 2016 and 2017 is expected to be $4.2 million, $4.1 million, $4.1 million, $4.1 million and $3.9 million.

10

THE GREENBRIER COMPANIES, INC.

Note 4  Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $356.1 million as of November 30, 2012.

As of November 30, 2012, a $290.0 million revolving line of credit secured by substantially all the Companys assets in the U.S. not
otherwise pledged as security for term loans and maturing June 2016, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at
LIBOR plus 2.5% and Prime plus 1.5% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well
as total debt to consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2012, lines of credit totaling $20.9
million secured by certain of the Companys European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.3% to WIBOR plus 1.7%, were available for working capital needs of the European manufacturing
operation. European credit facilities are continually being renewed. Currently these European credit facilities have maturities that range from May 2013 through December 2013.

As of November 30, 2012, the Companys Mexican joint venture had two lines of credit totaling $45.2 million. The first line of credit provides up to $20.0 million (of which $15.2 million was
available as of November 30, 2012) and is secured by certain of the joint ventures accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw against
this facility through December 2013. The second line of credit provides up to $30.0 million and is fully guaranteed by each of the joint venture partners, including the Company. Advances under this facility bear interest at LIBOR plus 2.0%. The
Mexican joint venture will be able to draw against this facility through February 2015.

As of November 30, 2012, outstanding borrowings
under the senior secured credit facilities consisted of $5.6 million in letters of credit and $41.8 million in revolving notes outstanding under the North American credit facility, $2.8 million outstanding under the European credit facilities and
$45.2 million outstanding under the Mexican joint venture credit facilities.

Note 5  Accounts Payable and Accrued Liabilities

(In thousands)

November 30,2012

August 31,2012

Trade payables and other accrued liabilities

$

222,520

$

258,316

Accrued payroll and related liabilities

31,137

37,915

Accrued maintenance

10,713

11,475

Accrued warranty

10,102

9,221

Income taxes payable

5,827

9,625

Other

2,626

2,956

$

282,925

$

329,508

11

THE GREENBRIER COMPANIES, INC.

Note 6  Warranty Accruals

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on the
history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty accruals, included in Accounts payable
and accrued liabilities on the Consolidated Balance Sheets, are reviewed periodically and updated based on warranty trends and expirations of warranty periods.

Warranty accrual activity:

Three Months EndedNovember 30,

(In thousands)

2012

2011

Balance at beginning of period

$

9,221

$

8,645

Charged to cost of revenue, net

1,585

906

Payments

(801

)

(408

)

Currency translation effect

97

(200

)

Balance at end of period

$

10,102

$

8,943

Note 7  Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), net of tax effect as appropriate, consisted of the following:

(In thousands)

UnrealizedIncome(Loss) onDerivativeFinancialInstruments

PensionAdjustment

ForeignCurrencyTranslationAdjustment

AccumulatedOtherComprehensiveIncome (Loss)

Balance, August 31, 2012

$

(93

)

$

(325

)

$

(5,951

)

$

(6,369

)

First quarter activity

683



2,090

2,773

Balance, November 30, 2012

$

590

$

(325

)

$

(3,861

)

$

(3,596

)

12

THE GREENBRIER COMPANIES, INC.

Note 8  Earnings Per Share

The shares used in the computation of the Companys basic and diluted earnings per common share are reconciled as follows:

Three Months EndedNovember
30,

(In thousands)

2012

2011

Weighted average basic common shares outstanding (1)

27,144

25,463

Dilutive effect of warrants

802

1,881

Dilutive effect of convertible notes (2)

6,045

6,045

Weighted average diluted common shares outstanding

33,991

33,389

(1)

Restricted stock grants are treated as outstanding when issued and are included in weighted average basic common shares outstanding when the Company is in a net
earnings position.

(2)

The dilutive effect of the 2018 Convertible notes are included as they were considered dilutive under the if converted method as further discussed
below. The dilutive effect of the 2026 Convertible notes was excluded from the share calculations as the stock price for each period presented was less than the initial conversion price of $48.05 and therefore considered anti-dilutive.

Dilutive EPS for the three months ended November 30, 2012 was calculated using the more dilutive of two approaches. The
first approach includes the dilutive effect of outstanding warrants and shares underlying the 2026 Convertible notes in the share count using the treasury stock method. The second approach supplements the first by including the if
converted effect of the 2018 Convertible notes issued in March 2011. Under the if converted method debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the
share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes would only be included in the calculation of both approaches if the current stock price is greater than the initial conversion price of $48.05 using
the treasury stock method.

Three Months
EndedNovember 30,

2012

2011

Net earnings attributable to Greenbrier

$

10,427

$

14,517

Add back:

Interest and debt issuance costs on the 2018 Convertible notes, net of tax

1,430

1,376

Earnings before interest and debt issuance costs on convertible notes

$

11,857

$

15,893

Weighted average diluted common shares outstanding

33,991

33,389

Diluted earnings per share (1)

$

0.35

$

0.48

(1)

Diluted earnings per share was calculated as follows:

Earnings before interest and debt issuance costs on convertible notes

Weighted average diluted common shares outstanding

13

THE GREENBRIER COMPANIES, INC.

Note 9  Stock Based Compensation

The value, at the date of grant, of restricted stock awards is amortized as compensation expense over the lesser of the vesting period
or to the recipients eligible retirement date. For the three months ended November 30, 2012 and 2011, $1.9 million and $1.7 million in compensation expense was recorded for restricted stock grants. Compensation expense related to
restricted stock grants is recorded in Selling and administrative on the Consolidated Statements of Income.

Note 10  Derivative Instruments

Foreign operations give rise to market risks from changes in foreign currency exchange rates. Foreign currency forward exchange
contracts with established financial institutions are utilized to hedge a portion of that risk in Euro. Interest rate swap agreements are utilized to reduce the impact of changes in interest rates on certain debt. The Companys foreign currency
forward exchange contracts and interest rate swap agreements are designated as cash flow hedges, and therefore the effective portion of unrealized gains and losses are recorded in accumulated other comprehensive loss.

At November 30, 2012 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro aggregated to $78.4 million.
Adjusting the foreign currency exchange contracts to the fair value of the cash flow hedges at November 30, 2012 resulted in an unrealized pre-tax gain of $2.6 million that was recorded in accumulated other comprehensive loss. The fair value of
the contracts is included in Accounts payable and accrued liabilities when there is a loss, or Accounts receivable, net when there is a gain, on the Consolidated Balance Sheets. As the contracts mature at various dates through December 2013, any
such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions when they occur. In the event that the underlying sales transaction does not occur or does not occur in the period designated at the
inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the current years results of operations in Interest and foreign exchange.

At November 30, 2012, an interest rate swap agreement had a notional amount of $42.6 million and matures March 2014. The fair value of this cash flow hedge at November 30, 2012 resulted in an
unrealized pre-tax loss of $2.5 million. The loss is included in Accumulated other comprehensive loss and the fair value of the contract is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheet. As interest expense
on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from accumulated other comprehensive loss and charged or credited to interest expense. At November 30, 2012 interest rates, approximately
$1.6 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments

Asset Derivatives

Liability Derivatives

November 30,2012

August 31,2012

November 30,2012

August 31,2012

(In thousands)

Balance sheetlocation

FairValue

Fair Value

Balance sheetlocation

Fair Value

Fair Value

Derivatives designated as hedging instruments

Foreign forward exchange contracts

Accountsreceivable

$

3,552

$

2,703

Accounts payableand accrued liabilities

$



$

182

Interest rate swap contracts

Other assets





Accounts payableand accrued liabilities

2,470

2,861

$

3,552

$

2,703

$

2,470

$

3,043

Derivatives not designated as hedging instruments

Foreign forward exchange contracts

Accountsreceivable

$

530

$

141

Accounts payableand accrued liabilities

$



$

102

14

THE GREENBRIER COMPANIES, INC.

The Effect of Derivative Instruments on the Statement of Operations

Derivatives in cash flow hedging

relationships

Location of gain (loss) recognized inincome on derivative

Gain (loss) recognized in income onderivative Three months
ended November 30,

Greenbrier operates in three reportable segments: Manufacturing; Wheel Services, Refurbishment & Parts; and Leasing &
Services. The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Companys 2012 Annual Report on Form 10-K. Performance is evaluated
based on margin. The Companys integrated business model results in selling and administrative costs being intertwined among the segments. Currently, Greenbriers management does not allocate these costs for either external or internal
reporting purposes. Intersegment sales and transfers are valued as if the sales or transfers were to third parties. Related revenue and margin is eliminated in consolidation and therefore are not included in consolidated results in the
Companys Consolidated Financial Statements.

The information in the following table is derived directly from the segments internal
financial reports used for corporate management purposes.

Three Months EndedNovember 30,

(In thousands)

2012

2011

Revenue:

Manufacturing

$

270,294

$

304,839

Wheel Services, Refurbishment & Parts

117,486

122,618

Leasing & Services

22,298

20,593

Intersegment eliminations

5,296

(49,851

)

$

415,374

$

398,199

Margin:

Manufacturing

$

26,876

$

26,468

Wheel Services, Refurbishment & Parts

10,624

11,858

Leasing & Services

10,279

8,131

Segment margin total

47,779

46,457

Less unallocated items:

Selling and administrative

26,100

23,235

Gain on disposition of equipment

(1,408

)

(3,658

)

Interest and foreign exchange

5,900

5,383

Earnings before income taxes and loss from unconsolidated affiliates

$

17,187

$

21,497

16

THE GREENBRIER COMPANIES, INC.

Note 12  Commitments and Contingencies

The Companys Portland, Oregon manufacturing facility is located adjacent to the Willamette River. The Company has entered into a
Voluntary Clean-Up Agreement with the Oregon Department of Environmental Quality in which the Company agreed to conduct an investigation of whether, and to what extent, past or present operations at the Portland property may have released hazardous
substances to the environment. The Company is also conducting groundwater remediation relating to a historical spill on the property which precedes its ownership.

The U.S. Environmental Protection Agency (EPA) has classified portions of the river bed of the Portland Harbor, including the portion fronting the Companys manufacturing facility, as a federal
National Priority List or Superfund site due to sediment contamination (the Portland Harbor Site). The Company and more than 140 other parties have received a General Notice of potential liability from
the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for
natural resource damages resulting from releases of hazardous substances to the site. At this time, ten private and public entities, including the Company (the Lower Willamette Group or LWG), have signed an Administrative
Order on Consent (AOC) to perform a remedial investigation/feasibility study (RI/FS) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money
to the effort. The EPA-mandated RI/FS is being conducted by the LWG and has cost over $90 million over an 11-year period. The Company has agreed to initially bear a percentage of the total costs incurred by the LWG in connection with the
investigation. The Companys aggregate expenditure has not been material over the 11-year period. Some or all of any such outlay may be recoverable from other responsible parties. The investigation is expected to continue for at least two more
years and additional costs are expected to be incurred. The Company cannot estimate the amount of such investigation costs at this time.

Eighty-three parties, including the State of Oregon and the federal government, have entered into a non-judicial mediation process to try to allocate
costs associated with the Portland Harbor site. Approximately 110 additional parties have signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties
due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc.et al, US District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be
dismissed without prejudice, and the case has now been stayed by the court, pending completion of the RI/FS. Although, as described below, the draft feasibility study has been submitted, the RI/FS will not be complete until the EPA approves it,
which is not likely to occur until at least 2014.

A draft of the remedial investigation study was submitted to the EPA on October 27,
2009. The draft feasibility study was submitted to the EPA on March 30, 2012. The draft feasibility study evaluates several alternative cleanup approaches. The approaches submitted would take from 2 to 28 years with costs ranging from $169
million to $1.8 billion for cleanup of the entire Portland Harbor Site, depending primarily on the selected remedial action levels. The draft feasibility study suggests costs ranging from $9 million to $163 million for cleanup of the area of the
Willamette River adjacent to the Companys Portland, Oregon manufacturing facility, depending primarily on the selected remedial action level.

The draft feasibility study does not address responsibility for the costs of clean-up or allocate such costs among the potentially responsible parties, or define precise boundaries for the cleanup.
Responsibility for funding and implementing the EPAs selected cleanup will be determined after the issuance of the Record of Decision. Based on the investigation to date, the Company believes that it did not contribute in any material way to
the damage of natural resources in the Portland Harbor Site and that the damage in the area of the Portland Harbor Site adjacent to its property precedes its ownership of the Portland, Oregon manufacturing facility. Because these environmental
investigations are still underway, sufficient information is currently not available to determine the Companys liability, if any, for the cost of any required remediation of the Portland Harbor Site or to estimate a range of potential loss.
Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to
natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the rivers classification as a
Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Companys business and Consolidated Financial Statements, or the value of its Portland property.

17

THE GREENBRIER COMPANIES, INC.

From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of
business, the outcome of which cannot be predicted with certainty. The most significant litigation is as follows:

Greenbriers customer,
SEB Finans AB (SEB), has raised performance concerns related to a component that the Company installed on 372 railcar units with an aggregate sales value of approximately $20.0 million produced under a contract with SEB. On December 9, 2005,
SEB filed a Statement of Claim in an arbitration proceeding in Stockholm, Sweden, against Greenbrier alleging that the railcars were defective and could not be used for their intended purpose. A settlement agreement was entered into effective
February 28, 2007 pursuant to which the railcar units previously delivered were to be repaired and the remaining units completed and delivered to SEB. SEB has made multiple additional warranty claims, including claims with respect to railcars
that have been repaired pursuant to the original settlement agreement. Greenbrier and SEB are continuing to negotiate the scope of needed repairs. Current estimates of potential costs of such repairs do not exceed amounts accrued.

When the Company acquired the assets of the Freight Wagon Division of DaimlerChrysler in January 2000, it acquired a contract to build 201 freight cars
for Okombi GmbH, a subsidiary of Rail Cargo Austria AG. Subsequently, Okombi made breach of warranty and late delivery claims against the Company which grew out of design and certification problems. All of these issues were settled as of March 2004.
Additional allegations have been made, the most serious of which involve cracks to the structure of the freight cars. Okombi has been required to remove all 201 freight cars from service, and a formal claim has been made against the Company. Legal,
technical and commercial evaluations are on-going to determine what obligations the Company might have, if any, to remedy the alleged defects, though resolution of such issues has not been reached due to delays by Okombi.

Management intends to vigorously defend its position in each of the open foregoing cases. While the ultimate outcome of such legal proceedings cannot be
determined at this time, management believes that the resolution of these actions will not have a material adverse effect on the Companys Consolidated Financial Statements.

The Company is involved as a defendant in other litigation initiated in the ordinary course of business. While the ultimate outcome of such legal proceedings cannot be determined at this time, management
believes that the resolution of these actions will not have a material adverse effect on the Companys Consolidated Financial Statements.

In accordance with customary business practices in Europe, the Company has $1.9 million in bank and third party warranty and performance guarantee
facilities as of November 30, 2012. To date no amounts have been drawn under these guarantee facilities.

At November 30, 2012, the
Mexican joint venture had $45.7 million of third party debt outstanding, for which the Company has guaranteed approximately $37.8 million. In addition, the Company, along with its joint venture partner, has committed to contributing $10.0 million to
fund the capital expenditures for a fourth manufacturing line, of which the Company will contribute 50%. These amounts will be contributed at various intervals from May 31, 2012 to October 31, 2013. As of November 30, 2012, the
Company and the joint venture partner have each contributed $2.5 million.

As of November 30, 2012 the Company has outstanding letters of
credit aggregating $5.6 million associated with facility leases and workers compensation insurance.

18

THE GREENBRIER COMPANIES, INC.

Note 13  Fair Value Measures

Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value, for this disclosure,
is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:

Level 1



observable inputs such as unadjusted quoted prices in active markets for identical instruments;

Level 2



inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and

Level 3



unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2012 are:

(In thousands)

Total

Level 1

Level 2 (1)

Level 3

Assets:

Derivative financial instruments

$

4,082

$



$

4,082

$



Nonqualified savings plan investments

6,771

6,771





Cash equivalents

1,002

1,002





$

11,855

$

7,773

$

4,082

$



Liabilities:

Derivative financial instruments

$

2,470

$



$

2,470

$



(1)

Level 2 assets and liabilities include derivative financial instruments which are valued based on significant observable inputs. See note 10 Derivative Instruments for
further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2012 are:

(In thousands)

Total

Level 1

Level 2

Level 3

Assets:

Derivative financial instruments

$

2,844

$



$

2,844

$



Nonqualified savings plan investments

6,667

6,667





Cash equivalents

1,002

1,002





$

10,513

$

7,669

$

2,844

$



Liabilities:

Derivative financial instruments

$

3,145

$



$

3,145

$



19

THE GREENBRIER COMPANIES, INC.

Note 14  Variable Interest Entities

In March 2012, the Company formed a special purpose entity that purchased a 1% interest in three trusts (the Trusts) which
are 99% owned by a third party. The Company has agreed to sell 1,363 railcars, subject to operating leases, for $115.4 million to the Trusts.

Gains and losses will be allocated between the Company and the third party equal to their respective ownership interest in the Trusts, with the exception
that the Company may be entitled to receive a small portion of excess rent if the actual performance of the Trusts exceeds a target rate of return.

The Company is required to contribute $8.0 million of cash collateral, which is funded ratably as each tranche is closed, into restricted cash accounts to support the railcar portfolio meeting a target
rate of return. If the actual return is less than the target return, the third party may withdraw amounts in the restricted cash accounts at certain intervals based on predetermined criteria.

In connection with this transaction, the Company entered into an agreement to provide administrative and remarketing services to the Trusts. The agreement is currently set to expire in March 2033. The
Company also entered into an agreement to provide maintenance services to the Trusts during the initial lease term of the railcars. The Company will receive management and maintenance fees under each of the aforementioned agreements.

As of November 30, 2012, the Company has sold 943 railcars to the Trusts for an aggregate value of $77.0 million. 743 railcars were sold in May 2012
with an aggregate value of $61.1 million and an additional 200 railcars were sold in November 2012 with an aggregate value of $15.9 million. The remaining 420 railcars are expected to be sold during fiscal 2013. As of November 30, 2012 the
Company has an obligation, up to a maximum amount of $5.3 million, to support the railcar portfolio meeting a target minimum rate of return. This obligation expires in March 2033. This $5.3 million, which is held in restricted cash, was recorded as
a reduction in revenue on the sale of 800 new railcars and a reduction in gain on sale on the sale of the 143 used railcars with a credit to deferred revenue.

The Company has evaluated this relationship under ASC 810-10 and has concluded that the Trusts qualify as variable interest entities and that the Company is not the primary beneficiary. The Company will
not consolidate the Trusts and will account for the investments under the equity method of accounting.

As of November 30, 2012, the
carrying amount of the Companys investment in the Trust is $0.8 million which is recorded in Intangibles and Other Assets, net on the Consolidated Balance Sheets.

The following represents the supplemental consolidating condensed financial information of Greenbrier and its
guarantor and non guarantor subsidiaries, as of November 30, 2012 and August 31, 2012, for the three months ended November 30, 2012 and 2011. The information is presented on the basis of Greenbrier accounting for its ownership of its
wholly owned subsidiaries using the equity method of accounting. The equity method investment for each subsidiary is recorded by the parent in intangibles and other assets. Intercompany transactions of goods and services between the guarantor and
non guarantor subsidiaries are presented as if the sales or transfers were at fair value to third parties and eliminated in consolidation.

21

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2012

(In thousands, unaudited)

Parent

CombinedGuarantorSubsidiaries

CombinedNon-GuarantorSubsidiaries

Eliminations

Consolidated

Assets

Cash and cash equivalents

$

33,586

$

14

$

7,684

$



$

41,284

Restricted cash



1,990

5,332



7,322

Accounts receivable, net

(4

)

112,879

50,989

(479

)

163,385

Inventories



181,066

182,895

(319

)

363,642

Leased railcars for syndication



55,347



(1,050

)

54,297

Equipment on operating leases, net



364,954



(2,432

)

362,522

Property, plant and equipment, net

3,194

104,362

79,159



186,715

Goodwill



137,066





137,066

Intangibles and other assets, net

711,235

90,223

3,105

(725,063

)

79,500

$

748,011

$

1,047,901

$

329,164

$

(729,343

)

$

1,395,733

Liabilities and Equity

Revolving notes

$

41,750

$



$

48,076

$



$

89,826

Accounts payable and accrued liabilities

(48,787

)

165,752

165,956

4

282,925

Deferred income taxes

11,579

94,937

(8,225

)

(1,793

)

96,498

Deferred revenue

271

27,476

521

15

28,283

Notes payable

296,118

129,925

1,654



427,697

Total equity Greenbrier

447,080

629,811

99,435

(729,246

)

447,080

Noncontrolling interest





21,747

1,677

23,424

Total equity

447,080

629,811

121,182

(727,569

)

470,504

$

748,011

$

1,047,901

$

329,164

$

(729,343

)

$

1,395,733

22

THE GREENBRIER COMPANIES, INC.

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Operations

For the three months ended November 30, 2012

(In thousands, unaudited)

Parent

CombinedGuarantorSubsidiaries

CombinedNon-GuarantorSubsidiaries

Eliminations

Consolidated

Revenue

Manufacturing

$



$

133,511

$

229,508

$

(77,651

)

$

285,368

Wheels Services, Refurbishment & Parts



116,224



(4,124

)

112,100

Leasing & Services

91

17,823



(8

)

17,906

91

267,558

229,508

(81,783

)

415,374

Cost of revenue

Manufacturing



124,385

215,170

(81,063

)

258,492

Wheel Services, Refurbishment & Parts



105,659



(4,183

)

101,476

Leasing & Services



7,650



(23

)

7,627



237,694

215,170

(85,269

)

367,595

Margin

91

29,864

14,338

3,486

47,779

Selling and administrative

9,786

8,131

8,183



26,100

Gain on disposition of equipment



(1,044

)



(364

)

(1,408

)

Earnings (loss) from operations

(9,695

)

22,777

6,155

3,850

23,087

Other costs

Interest and foreign exchange

3,616

902

1,498

(116

)

5,900

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates

Managements Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate in three primary business segments: Manufacturing; Wheel
Services, Refurbishment & Parts; and Leasing & Services. These three business segments are operationally integrated. The Manufacturing segment, operating from facilities in the United States, Mexico and Poland, produces
double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The Wheel Services, Refurbishment & Parts segment performs wheel, axle and bearing servicing; railcar repair, refurbishment and maintenance activities;
as well as production and reconditioning of a variety of parts for the railroad industry in North America. The Leasing & Services segment owns approximately 10,000 railcars and provides management services for approximately 221,000 railcars
for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. We also produce rail castings through an unconsolidated joint venture. Management evaluates segment performance based on
margins.

Multi-year supply agreements are a part of rail industry practice. Customer orders may be subject to cancellations or modifications
and contain terms and conditions customary in the industry. In most cases, little variation has been experienced between the quantity ordered and the quantity actually delivered.

Our total manufacturing backlog of railcar units as of November 30, 2012 was approximately 9,700 units with an estimated value of $1.11 billion compared to 13,300 units with an estimated value of
$1.08 billion as of November 30, 2011. A portion of the orders included in backlog reflects an assumed product mix. Under terms of the orders, the exact mix will be determined in the future which may impact the dollar amount of backlog. Our
backlog of railcar units and marine vessels is not necessarily indicative of future results of operations. Subsequent to quarter end we received new railcar orders for 2,800 units valued at approximately $294 million.

Marine backlog as of November 30, 2012 was approximately $20 million compared to $5 million as of November 30, 2011. In addition, we are party
to a letter of intent for 15 barges valued at $60 million subject to significant permitting and other conditions.

28

THE GREENBRIER COMPANIES, INC.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires judgment on the part of
management to arrive at estimates and assumptions on matters that are inherently uncertain. These estimates may affect the amount of assets, liabilities, revenue and expenses reported in the financial statements and accompanying notes and disclosure
of contingent assets and liabilities within the financial statements. Estimates and assumptions are periodically evaluated and may be adjusted in future periods. Actual results could differ from those estimates.

Income taxes For financial reporting purposes, income tax expense is estimated based on planned tax return filings. The
amounts anticipated to be reported in those filings may change between the time the financial statements are prepared and the time the tax returns are filed. Further, because tax filings are subject to review by taxing authorities, there is also the
risk that a position taken in preparation of a tax return may be challenged by a taxing authority. If the taxing authority is successful in asserting a position different than that taken by us, differences in tax expense or between current and
deferred tax items may arise in future periods. Such differences, which could have a material impact on our financial statements, would be reflected in the financial statements when management considers them probable of occurring and the amount
reasonably estimable. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. Our estimates of the realization of deferred tax assets is based on the information available at the time the financial
statements are prepared and may include estimates of future income and other assumptions that are inherently uncertain.

Maintenance
obligations We are responsible for maintenance on a portion of the managed and owned lease fleet under the terms of maintenance obligations defined in the underlying lease or management agreement. The estimated maintenance
liability is based on maintenance histories for each type and age of railcar. These estimates involve judgment as to the future costs of repairs and the types and timing of repairs required over the lease term. As we cannot predict with certainty
the prices, timing and volume of maintenance needed in the future on railcars under long-term leases, this estimate is uncertain and could be materially different from maintenance requirements. The liability is periodically reviewed and updated
based on maintenance trends and known future repair or refurbishment requirements. These adjustments could be material due to the inherent uncertainty in predicting future maintenance requirements.

Warranty accruals Warranty costs to cover a defined warranty period are estimated and charged to operations. The estimated
warranty cost is based on historical warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. These estimates are
inherently uncertain as they are based on historical data for existing products and judgment for new products. If warranty claims are made in the current period for issues that have not historically been the subject of warranty claims and were not
taken into consideration in establishing the accrual or if claims for issues already considered in establishing the accrual exceed expectations, warranty expense may exceed the accrual for that particular product. Conversely, there is the
possibility that claims may be lower than estimates. The warranty accrual is periodically reviewed and updated based on warranty trends. However, as we cannot predict future claims, the potential exists for the difference in any one reporting period
to be material.

Environmental costs  At times we may be involved in various proceedings related to environmental matters. We
estimate future costs for known environmental remediation requirements and accrue for them when it is probable that we have incurred a liability and the related costs can be reasonably estimated based on currently available information. If further
developments or resolution of an environmental matter result in facts and circumstances that are significantly different than the assumptions used to develop these reserves, the accrual for environmental remediation could be materially understated
or overstated. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which reserves are established are
made. Due to the uncertain nature of estimating potential environmental matters, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation
or proceeding, that such costs would not be material to us.

29

THE GREENBRIER COMPANIES, INC.

Revenue recognition  Revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Railcars are generally manufactured, repaired or refurbished and wheel services and parts produced under firm orders from third parties. Revenue is recognized when these products or services are
completed, accepted by an unaffiliated customer and contractual contingencies removed. Certain leases are operated under car hire arrangements whereby revenue is earned based on utilization, car hire rates and terms specified in the lease agreement.
Car hire revenue is reported from a third party source two months in arrears; however, such revenue is accrued in the month earned based on estimates of use from historical activity and is adjusted to actual as reported. These estimates are
inherently uncertain as they involve judgment as to the estimated use of each railcar. Adjustments to actual have historically not been significant. Revenues from construction of marine barges are either recognized on the percentage of completion
method during the construction period or on the completed contract method based on the terms of the contract. Under the percentage of completion method, judgment is used to determine a definitive threshold against which progress towards completion
can be measured to determine timing of revenue recognition.

We will periodically sell railcars with leases attached to financial investors.
In addition we will often perform management or maintenance services at market rates for these railcars. Pursuant to the guidance in ASC 840-20-40, we evaluate the terms of any remarketing agreements and any contractual provisions that represent
retained risk and the level of retained risk based on those provisions. We determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. For any contracts with multiple elements (i.e. railcars,
maintenance, management services, etc) we allocate revenue among the deliverables primarily based upon objective and reliable evidence of the fair value of each element in the arrangement. If objective and reliable evidence of fair value of any
element is not available, we will use its estimated selling price for purposes of allocating the total arrangement consideration among the elements.

Impairment of long-lived assets  When changes in circumstances indicate the carrying amount of certain long-lived assets may not be recoverable, the assets are evaluated for
impairment. If the forecast undiscounted future cash flows are less than the carrying amount of the assets, an impairment charge to reduce the carrying value of the assets to fair value is recognized in the current period. These estimates are based
on the best information available at the time of the impairment and could be materially different if circumstances change. If the forecast undiscounted future cash flows exceeded the carrying amount of the assets it would indicate that the assets
were not impaired.

Goodwill and acquired intangible assets  The Company periodically acquires businesses in purchase
transactions in which the allocation of the purchase price may result in the recognition of goodwill and other intangible assets. The determination of the value of such intangible assets requires management to make estimates and assumptions. These
estimates affect the amount of future period amortization and possible impairment charges.

Goodwill and indefinite-lived intangible assets
are tested for impairment annually during the third quarter. Goodwill is also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. The provisions of Accounting Standards
Codification (ASC) 350, Intangibles  Goodwill and Other, require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit with its carrying value. We determine the fair
value of our reporting units based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we
estimate the fair value based on observed market multiples for comparable businesses. The second step of the goodwill impairment test is required only when the carrying value of the reporting unit exceeds its fair value as determined in the first
step. In the second step we would compare the implied fair value of goodwill to its carrying value. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit
as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets
and liabilities is the implied fair value of goodwill. An impairment loss is recorded to the extent that the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill. The goodwill balance as of November 30,
2012 of $137.1 million relates to the Wheel Services, Refurbishment & Parts segment.

30

THE GREENBRIER COMPANIES, INC.

Results of Operations

Greenbrier operates in three reportable segments: Manufacturing; Wheel Services, Refurbishment & Parts; and Leasing & Services. Segment performance is evaluated based on margin. The
Companys integrated business model results in selling and administrative costs being intertwined among the segments. Currently, management does not allocate these costs for either external or internal reporting purposes.

Three Months Ended November 30, 2012 Compared to Three Months Ended November 30, 2011

Overview

Total revenue for the three
months ended November 30, 2012 was $415.4 million, an increase of $17.2 million from revenues of $398.2 million in the prior comparable period. The increase was primarily the result of higher revenues in the manufacturing segment of our
business. Manufacturing segment revenues increased $22.7 million primarily from a higher per unit average selling price as a result of a change in product mix.

Net earnings attributable to Greenbrier for the three months ended November 30, 2012 were $10.4 million or $0.35 per diluted common share compared to $14.5 million or $0.48 per diluted common share
for the three months ended November 30, 2011.

Three Months EndedNovember
30,

(In thousands)

2012

2011

Revenue:

Manufacturing

$

285,368

$

262,656

Wheel Services, Refurbishment & Parts

112,100

117,749

Leasing & Services

17,906

17,794

415,374

398,199

Margin:

Manufacturing

26,876

26,468

Wheel Services, Refurbishment & Parts

10,624

11,858

Leasing & Services

10,279

8,131

47,779

46,457

Less unallocated items:

Selling and administrative

26,100

23,235

Gain on disposition of equipment

(1,408

)

(3,658

)

Interest and foreign exchange

5,900

5,383

Earnings before income taxes and loss from unconsolidated affiliates

17,187

21,497

Income tax expense

(4,586

)

(7,797

)

Earnings before loss from unconsolidated affiliates

12,601

13,700

Loss from unconsolidated affiliates

(40

)

(372

)

Net earnings

12,561

13,328

Net (earnings) loss attributable to noncontrolling interest

(2,134

)

1,189

Net earnings attributable to Greenbrier

$

10,427

$

14,517

Diluted earnings per common share

$

0.35

$

0.48

31

THE GREENBRIER COMPANIES, INC.

Manufacturing Segment

Manufacturing revenue for the three months ended November 30, 2012 was $285.4 million compared to $262.7 million for the three months ended November 30, 2011, an increase of $22.7 million.
Railcar unit deliveries, which are the primary source of manufacturing revenue, were approximately 2,900 units in the current period compared to approximately 3,300 units in the prior comparable period. The increase in revenue on a lower volume of
deliveries was primarily attributed to a higher per unit average selling price as a result of a change in product mix.

Manufacturing margin
as a percentage of revenue for the three months ended November 30, 2012 was 9.4% compared to a margin of 10.1% for the three months ended November 30, 2011. The decrease in margin as a percentage of revenue was primarily attributed to a
change in product mix and increases in overhead costs in conjunction with bringing on additional production lines at our manufacturing facilities in Mexico and adjusting our production rates at other facilities.

Wheel Services, Refurbishment & Parts Segment

Wheel Services, Refurbishment & Parts revenue was $112.1 million for the three months ended November 30, 2012 compared to $117.7 million in the comparable period of the prior year. The
decrease of $5.6 million was primarily attributed to lower demand for wheel set replacements as compared to the prior year and a decrease in scrap metal pricing. These were partially offset by an increase in demand for refurbishment work.

Wheel Services, Refurbishment & Parts margin as a percentage of revenue was 9.5% for the three months ended November 30, 2012
compared to 10.1% for the three months ended November 30, 2011. The decrease in margin as a percentage of revenue was primarily the result of a reduction in efficiencies from operating at lower wheel volumes and a decrease in scrap metal
pricing. These were partially offset by a change in sales mix to higher margin refurbishment work.

Leasing & Services Segment

Leasing & Services revenue was $17.9 million for the three months ended November 30, 2012 compared to $17.8 million for the
comparable period of the prior year. The increase of $0.1 million was primarily a result of higher rents earned on increased volumes of leased railcars for syndication and an increase in the size of the owned and managed lease fleet. These were
partially offset by a decrease in maintenance revenues.

Leasing & Services margin as a percentage of revenue was 57.4% for the three
months ended November 30, 2012 and 45.7% for the three months ended November 30, 2011. The increase in margin as a percentage of revenue was primarily the result of the reduction in the maintenance accrual on terminated maintenance
management agreements and higher rents earned on increased volumes of leased railcars for syndication.

The percentage of owned units on lease
as of November 30, 2012 was 95.2% compared to 97.1% at November 30, 2011.

32

THE GREENBRIER COMPANIES, INC.

Selling and Administrative

Selling and administrative expense was $26.1 million or 6.3% of revenue for the three months ended November 30, 2012 compared to $23.2 million or 5.8% of revenue for the prior comparable period, an
increase of $2.9 million. The increase for the three months ended November 30, 2012 compared to the prior comparable period primarily related to higher employee related costs associated with annual compensation adjustments, increased headcount
and rising healthcare costs.

Gain on Disposition of Equipment

Assets from Greenbriers lease fleet are periodically sold in the normal course of business in order to take advantage of market conditions and manage risk and liquidity. Gain on disposition of
equipment was $1.4 million for the three months ended November 30, 2012, compared to $3.7 million for the prior comparable period.

Other Costs

Interest and foreign
exchange expense was comprised of the following:

Three Months EndedNovember
30,

Increase

(In thousands)

2012

2011

(Decrease)

Interest and foreign exchange:

Interest and other expense

$

4,331

$

5,539

$

(1,208

)

Accretion of convertible debt discount

849

786

63

Foreign exchange (gain) loss

720

(942

)

1,662

$

5,900

$

5,383

$

517

The increase in interest and foreign exchange expense as compared to the prior comparable period was primarily attributed
to a foreign exchange gain in the prior year and a foreign exchange loss in the current year. This was partially offset by lower interest expense on lower levels of borrowings and from the reversal of interest accruals associated with uncertain tax
positions that were released during the quarter.

Income Tax

The tax rate for the three months ended November 30, 2012 was 26.7% as compared to 36.3% in the prior comparable period. The provision for income taxes is based on projected consolidated results of
operations and geographical mix of earnings for the entire year which results in an estimated 33.7% annual effective tax rate before the impact of discrete items. Discrete items for the quarter included the reversal of reserves for uncertain tax
positions partially offset by certain items associated with our Mexican operations. The tax rate fluctuates from period to period due to a change in the geographical mix of pre-tax earnings and losses, minimum tax requirements in certain local
jurisdictions and the impact of discrete items.

Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $2.1 million for the three months ended November 30, 2012 and a net loss attributable to noncontrolling interest of $1.2 million for the three
months ended November 30, 2011 which primarily represents our joint venture partners share in the results of operations of our Mexican railcar manufacturing joint venture, adjusted for intercompany sales. The change from the prior
comparable period is primarily a result of changes in the volume of intercompany activity.

33

THE GREENBRIER COMPANIES, INC.

Liquidity and Capital Resources

(In thousands)

Three Months Ended

November 30,2012

November 30,2011

Net cash used in operating activities

$

(25,485

)

$

(8,992

)

Net cash used in investing activities

(16,260

)

(9,224

)

Net cash provided by (used in) financing activities

28,358

(5,942

)

Effect of exchange rate changes

1,100

(5,209

)

Net decrease in cash and cash equivalents

$

(12,287

)

$

(29,367

)

We have been financed through cash generated from operations, borrowings and issuance of stock. At November 30,
2012, cash and cash equivalents were $41.3 million, a decrease of $12.3 million from $53.6 million at August 31, 2012.

Cash used in
operating activities was $25.5 million for the three months ended November 30, 2012 compared to cash used in operating activities of $9.0 million for the three months ended November 30, 2011. The change from the prior year was primarily
due to a change in the timing of working capital needs.

Cash used in investing activities, primarily for capital expenditures, was $16.3
million for the three months ended November 30, 2012 compared to $9.2 million in the prior comparable period.

Capital expenditures
totaled $25.1 million for the three months ended November 30, 2012 and $15.0 million for the three months ended November 30, 2011. Of these capital expenditures, approximately $15.1 million and $9.2 million were attributable to
Leasing & Services operations. Leasing & Services capital expenditures for 2013, net of proceeds from sales of railcar equipment, are expected to be approximately $42.0 million. We regularly sell assets from our lease fleet.
Proceeds from sales of equipment were $10.1 million for the three months ended November 30, 2012 and $5.7 million in the comparable prior period.

Approximately $8.3 million and $3.1 million of capital expenditures for the three months ended November 30, 2012 and the comparable prior period were attributable to Manufacturing operations. Capital
expenditures for Manufacturing operations are expected to be approximately $28.0 million in 2013 and primarily relate to enhancements to existing manufacturing facilities and the addition of new production lines.

Wheel Services, Refurbishment & Parts capital expenditures for the three months ended November 30, 2012 and the comparable prior period
were $1.7 million and $2.7 million. Capital expenditures are expected to be approximately $15.0 million in 2013 for maintenance and improvement of existing facilities and some growth.

Cash provided by financing activities was $28.4 million for the three months ended November 30, 2012 compared to cash used in financing activities of $5.9 million for the three months ended
November 30, 2011. During the three months ended November 30, 2012, $27.0 million was received in net activity of debt. During the three months ended November 30, 2011, $5.9 million was utilized in net activity of debt.

34

THE GREENBRIER COMPANIES, INC.

Senior secured credit facilities, consisting of three components, aggregated to $356.1 million as of
November 30, 2012.

Available borrowings under our credit facilities are generally limited by defined levels of inventory, receivables,
property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and interest coverage ratios. We had an aggregate of $260.7 million available to draw down under the committed credit facilities as of
November 30, 2012. This amount consisted of $242.6 million available on the North American credit facility and $18.1 million on the European credit facilities as of November 30, 2012.

As of November 30, 2012 a $290.0 million revolving line of credit secured by substantially all of our assets in the U.S. not otherwise pledged as
security for term loans, maturing June 2016, was available to provide working capital and interim financing of equipment, principally for the U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 2.5% and Prime
plus 1.5% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to
consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2012, lines of credit totaling $20.9 million secured by
certain of our European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.3% to WIBOR plus 1.7%, were available for working capital needs of the European manufacturing operation. European credit
facilities are continually being renewed. Currently these European credit facilities have maturities that range from May 2013 through December 2013.

As of November 30, 2012 our Mexican joint venture had two lines of credit totaling $45.2 million. The first line of credit provides up to $20.0 million (of which $15.2 million was available as of
November 30, 2012) and is secured by certain of the joint ventures accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. The Mexican joint venture will be able to draw against this facility
through December 2013. The second line of credit provides up to $30.0 million and is fully guaranteed by each of the joint venture partners, including our Company. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint
venture will be able to draw against this facility through February 2015.

As of November 30, 2012, outstanding borrowings under the
senior secured credit facilities consisted of $5.6 million in letters of credit and $41.8 million in revolving notes outstanding under the North American credit facility, $2.8 million outstanding under the European credit facilities and $45.2
million outstanding under the Mexican joint venture credit facilities.

The revolving and operating lines of credit, along with notes payable,
contain covenants with respect to us and our various subsidiaries, the most restrictive of which, among other things, limit our ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into sale leaseback
transactions; create liens; sell assets; engage in transactions with affiliates, including joint ventures and non U.S. subsidiaries, including but not limited to loans, advances, equity investments and guarantees; enter into mergers, consolidations
or sales of substantially all our assets; and enter into new lines of business. The covenants also require certain maximum ratios of debt to total capitalization and minimum levels of fixed charges (interest plus rent) coverage.

We may from time to time seek to repurchase or otherwise retire or exchange securities, including outstanding borrowings and equity securities, and take
other steps to reduce our debt or otherwise improve our balance sheet. These actions may include open market repurchases, unsolicited or solicited privately negotiated transactions or other retirements, repurchases or exchanges. Such repurchases or
exchanges, if any, will depend on a number of factors, including, but not limited to, prevailing market conditions, trading levels of our debt, our liquidity requirements and contractual restrictions, if applicable.

35

THE GREENBRIER COMPANIES, INC.

We have operations in Mexico and Poland that conduct business in their local currencies as well as other
regional currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency, we enter into foreign currency forward exchange contracts to protect the margin on a portion of forecast foreign currency
sales primarily in Euro.

Foreign operations give rise to risks from changes in foreign currency exchange rates. We utilize foreign currency
forward exchange contracts with established financial institutions to hedge a portion of that risk. No provision has been made for credit loss due to counterparty non-performance.

As of November 30, 2012, the Mexican joint venture had $45.7 million of third party debt, of which we have guaranteed approximately $37.8 million. In addition, we, along with our joint venture
partner, have committed to contributing $10.0 million to fund the capital expenditures to expand production capacity, of which we will contribute 50%. These amounts will be contributed at various intervals from May 31, 2012 to October 31,
2013. As of November 30, 2012, we and our joint venture partner have each contributed $2.5 million.

In accordance with customary
business practices in Europe, we have $1.9 million in bank and third party warranty and performance guarantee facilities as of November 30, 2012. To date no amounts have been drawn under these guarantee facilities.

We expect existing funds and cash generated from operations, together with proceeds from financing activities including borrowings under existing credit
facilities and long-term financings, to be sufficient to fund working capital needs, planned capital expenditures and expected debt repayments for the next twelve months.

Off Balance Sheet Arrangements

We do not currently have off balance sheet arrangements
that have or are likely to have a material current or future effect on our Consolidated Financial Statements.

36

THE GREENBRIER COMPANIES, INC.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have operations in Mexico and Poland that conduct
business in their local currencies as well as other regional currencies. To mitigate the exposure to transactions denominated in currencies other than the functional currency of each entity, we enter into foreign currency forward exchange contracts
to protect the margin on a portion of forecast foreign currency sales. At November 30, 2012, $78.4 million of forecast sales in Europe were hedged by foreign exchange contracts. Because of the variety of currencies in which purchases and sales
are transacted and the interaction between currency rates, it is not possible to predict the impact a movement in a single foreign currency exchange rate would have on future operating results.

In addition to exposure to transaction gains or losses, we are also exposed to foreign currency exchange risk related to the net asset position of our
foreign subsidiaries. At November 30, 2012, net assets of foreign subsidiaries aggregated $44.2 million and a 10% strengthening of the United States dollar relative to the foreign currencies would result in a decrease in equity of $4.4 million,
or 1.0% of Total equity Greenbrier. This calculation assumes that each exchange rate would change in the same direction relative to the United States dollar.

Interest Rate Risk

We have managed a portion of our variable rate debt with interest rate
swap agreements, effectively converting $42.6 million of variable rate debt to fixed rate debt. As a result, we are exposed to interest rate risk relating to our revolving debt and a portion of term debt, which are at variable rates. At
November 30, 2012, 66% of our outstanding debt had fixed rates and 34% had variable rates. At November 30, 2012, a uniform 10% increase in interest rates would result in approximately $0.5 million of additional annual interest expense.

37

THE GREENBRIER COMPANIES, INC.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of
Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President and
Chief Executive Officer and our Chief Financial Officer, the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act
of 1934 (the Exchange Act). Based on that evaluation, our President and Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were
effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our
President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2012 that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.

38

THE GREENBRIER COMPANIES, INC.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

There is hereby
incorporated by reference the information disclosed in Note 12 to Consolidated Financial Statements, Part I of this quarterly report.

Item 1A.

Risk Factors

This Form 10-Q should be
read in conjunction with the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended August 31, 2012. There have been no material changes in the risk factors described in our Annual Report on Form 10-K for
the year ended August 31, 2012.

Amended and Restated Employment Agreement between The Greenbrier Companies, Inc. and William A. Furman dated August 28, 2012 (revised to correct scriveners
error).

31.1

Certification pursuant to Rule 13a  14 (a).

31.2

Certification pursuant to Rule 13a  14 (a).

32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from the Companys Quarterly Report on Form 10-Q for the period ended November 30, 2012, formatted in XBRL (eXtensible Business Reporting
Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Equity (v) the Consolidated
Statements of Cash Flows; (vi) the Notes to Condensed Consolidated Financial Statements.

39

THE GREENBRIER COMPANIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.